Ganesh Benzoplast Ltd Directors Report

Dear Members

Your directors have pleasure in presenting the 38^th Annual Report of the Company together with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2025.

1. Financial Results

A summary of the Company?s financial performance during the year ended on March 31, 2025 compared to the previous financial year is summarized below:

	Standalone	Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	2,154.01	2,267.15	3,743.11	4,770.77
Other Income	168.40	158.31	176.93	134.81
Total Income	2,322.41	2,425.46	3,920.04	4,905.58
Profit Before tax and Exceptional items	861.92	815.73	966.53	839.91
Exceptional items	(443.78)	-	(447.31)	-
Profit Before Tax	418.14	815.73	519.22	839.91
Less: Tax Expenses
Prior Period Tax	-	-	(0.15)	(0.11)
Current Tax	86.51	210.68	112.68	232.33
Deferred Tax	24.38	(1.20)	25.83	(6.72)
Net Profit for the year after Tax	307.25	606.25	380.86	614.41
Total other comprehensive income for the year, net of tax	(6.64)	3.22	(6.89)	2.45
Total Comprehensive Income for the year	300.61	609.47	373.97	616.86

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting Standards ("Ind AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The detailed Financial Statements as stated above are presented as separate section of this Annual Report.

2. Financial Performance Review Company Standalone

On standalone basis, the total revenue for FY 2024-25 was Rs. 2,154 million as against Rs. 2,267 million in the previous FY 2023-24 with a drop of 5% YOY. This reduction in revenue was mainly due to planned modifications carried out on the existing tanks to improve the product handling capability and reduction in EPC revenue.

During the year, Standalone Profit after tax (PAT) for the year is Rs. 307 million as against Rs. 606 million for the previous year ended on March 31, 2024, the profit of the Company Reduced owing to exceptional expenses of Rs. 439 million pursuant to a one-time settlement agreement entered into by the Company, along with other exceptional items of Rs. 5 million.

Group Consolidated

On consolidated basis, the total revenue of the company for FY 2024-25 was Rs. 3,743 million as against

Rs. 4,771 million during the FY 2023-24. This reduction in revenue was mainly due to EPC business. During FY 2024-25, the consolidated Profit After Tax (PAT) without Exceptional Items is Rs. 828 million as compared to Rs. 614 million during the FY 2023-24 with an increase of 35% YOY. Consolidated Profit After Tax (PAT) after Exceptional Items is Rs. 381 million as against Rs. 614 million in FY 2023-24 with a drop of 38% YOY.

The Chemical business of the Company during FY 2024-25 has reported a profit before tax (PBT) of

Rs. 206 million against Rs. 60 million in FY 2024-25, with an impressive growth of 243 % YOY, attributable to the changes made by the management in chemical division. This is the result of meticulous focus on efficiencies in all purchases and optimization of logistic costs and changes at plant level. Further, the plants have been operating on a continuous basis resulting in reduction of fixed costs and there has been a conscious effort to expand the customer base and enhance research to improve the products mix as per customer requirement.

The Networth of the Company on standalone basis is Rs. 5,295 million for the financial year 2024-25 as compared to Rs. 4,995 million for the financial year 2023-24. On a consolidated basis the networth of company is Rs. 5,444 million for the financial year 2024-25 as compared to Rs. 5,070 million for the financial year 2023-24.

3. Future Outlook

With the rising demand for oil, chemicals, and petrochemicals in India-alongside increasing transportation needs-there is significant potential for expanding pipelines, logistics, and related infrastructure. This presents strong business opportunities for the Company in both the LST segment and the EPC business. The medium- to long-term outlook for the Company remains positive.

New Project and Expansion

In the FY 2024-25, the company received a contract of

Rs. 1,758 million from JSW Jaigarh Port Ltd for Engineering, Design, Manufacturing, Supply, Erection & commissioning of Chemical Tank Farm Project on EPC basis, including construction of 11 Chemical tanks, Dock Pipeline and civil works for their Jaigarh Port.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time.

The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company?s state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements forms an integral part of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared as per the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 with the rules made thereunder. The said Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an integral part of this Report and is annexed as Annexure-I to the Director?s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www.ganeshbenzoplast.com

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company?s website at www.ganeshbenzoplast.com

5. Subsidiaries & Associates

Wholly-Owned Subsidiary Companies

As on March 31, 2025 the Company has five wholly owned subsidiary Companies-

GBL Chemical Limited is wholly owned subsidiary and is in trading of Chemical business, the company handles all sale and purchase transactions of Chemical Business of Holding Company as per the arrangement approved in the 34^th AGM of GBL. As on March 31, 2025, GBL Chemical is the material subsidiary of the Company.

GBL Infra Engg Services Private Ltd, is a wholly owned Subsidiary and is in EPC business, the company has certain independent contracts for fabrication of tanks and construction of pipelines.

GBL LPG Private Limited, the wholly owned subsidiary commenced its business activities as procurement agency, mainly for holding company.

GBL Clean Energy Private Limited is a wholly owned Subsidiary and deals in clean energy fuels, the company entered into a vehicle lease business.

Infinity Confidence LPG Private Limited was incorporated on March 06, 2023 for the LPG business, the company is yet to commence the business.

During the year, no company has ceased to be a subsidiary of the company.

Subsidiary Companies

Infrastructure Logistic Systems Limited is engaged in business of Rail logistic and provides end to end bulk liquid storage and transportation facilities, and it has a business synergy with operations of GBL. GBL holds 86.52% stake in Infrastructure Logistic Systems Limited (ILSL) and is the material subsidiary of GBL.

During the year, the Company made an additional investment in GC Port Infra Private Limited and as on March 31, 2025 the Company holds 60% in GC Port Infra Private Limited. The company is yet to commence its business.

Associates

Bluebrahma Clean Energy Solutions Private Limited is the associate company of GBL with holding of 26% equity investment, through its WOS-GBL Clean Energy Private Limited.

There has been no change in the class and nature of the business of the Company, WOS and its Subsidiary/ Associate Companies.

Joint Venture

GBC LPG Private Limited is a Joint venture Company formed on November 22, 2023 by GBL LPG Private Limited which is a wholly owned subsidiary of Ganesh Benzoplast Limited (GBL) and BW confidence Enterprise Pvt Ltd. (BWC).

6. Dividend

The Board of Directors has not recommended any dividend for FY 2024–25 in view of the Company?s capital expenditure and working capital requirements. Additionally, a one-time exceptional liability was paid towards settlement of a long-pending legal dispute. Retention of earnings is considered prudent to strengthen financial stability and support future growth.

7. State of Affairs

The Company is engaged in the Liquid Storage Business and Chemical Manufacturing. There has been no change in the business of the Company during the financial year ended March 31, 2025.

8. Transfer to Reserve

The Company has not transferred any amount of profit to the reserves during the financial year under review.

9. Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the year under review. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on March 31, 2025, the authorised share capital of the Company is Rs. 40,00,00,000/- divided into 40,00,00,000 equity shares of Rs. 1/- each.

The paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs. 7,19,89,421/- divided into 7,19,89,421 equity shares of Rs. 1/- each.

11. Listing Of Company?s Securities

The Company?s Equity Shares are listed on Bombay Stock Exchange (BSE Limited) and National Stock Exchange of India Limited (NSE) and the stipulated Listing Fees for the financial year 2025-26 have been paid to both the Stock Exchanges.

12. Directors? Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on March 31, 2025;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis;

5. the Directors have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Report On Corporate Governance and Management Discussion and Analysis

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.

14. Business Responsibility and Sustainability Report (BRSR)

Business Responsibility and Sustainability Report (BRSR) is prepared in accordance with the provisions of Regulation 34 of the Listing Regulations, the BRSR forms part of this Annual Report and the same is in line with the SEBI requirement.

15. Particulars of Loans, Guarantees or Investments

During the financial year 2024-25, the Company extended loans to its wholly owned subsidiaries and certain body corporates for business purposes. These loans are interest-bearing, unsecured, and aligned with Section 186 of the Companies Act, 2013. In addition, the Company made an additional investment in its subsidiary, GC Port Infra Private Limited. No guarantees or securities were provided during the year under review. The particulars of loans, guarantees, and investments, as required under Section 186 of the Companies Act, 2013, are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

16. Internal Financial Control and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements, in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

17. Related Party Transactions

All the related party transactions and subsequent modifications are placed before the Audit Committee for their review and approval. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, if any, the Company obtains prior approval of the Members of the Company. A statement of all related party transactions is placed before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

During the year under review, all the transactions entered into by the Company with the Related Parties were at arm?s length and in the ordinary course of business. These transactions were pre-approved by the Independent Directors of the Audit Committee. The transactions entered by the Company with the related parties during the year were in compliance with all the applicable provisions of the Companies Act, 2013 and the Listing Regulations as well as the Related Party Transaction policy of the Company. The details of actual transactions were reviewed by the Audit Committee on a quarterly basis.

During the FY 2024-25, the Company did not enter into any material related party transactions. Accordingly, the disclosure with respect to the same in the Form

AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. The transactions entered by the Company during the financial year under review were in conformity with the Company?s Policy on Related Party Transactions and All related party transactions entered during the year under review are mentioned in the notes to the accounts.

The Policy on Related Party Transactions as approved by the Board of Directors has been posted on the Company?s website at www.ganeshbenzoplast.com

18. Disclosures related to Policies

Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013.

The appointment/re-appointment/removal and term/ tenure of Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval and the same shall be in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and as per the SEBI (LODR) Regulations, 2015.

The Nomination & Remuneration Policy is available on Company?s website www.ganeshbenzoplast.com

Risk Management Policy

The Company has adopted a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company?s business in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. During the year, the Company redesignated its Risk Management Committee to Sustainability & Risk Management Committee to cover the ESG issues and compliances.

The Company?s Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities of the company. The Policy is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the Company?s financial reporting and the related disclosures.

The Risk Management Policy is available on Company?s website www.ganeshbenzoplast.com

43 Corporate Social Responsibility Policy (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR committee and formulated a CSR policy. The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, rural development, heritage conservation and revival, etc. The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company?s CSR Policy is placed on the website of the Company www.ganeshbenzoplast.com

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Whistle Blower Policy? for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company?s code of conduct. The policy provides a mechanism, which ensures adequate safeguards to Employees and Directors from any victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports thereon.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company?s website www.ganeshbenzoplast.com

Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The Policy is hosted on the Company?s website www.ganeshbenzoplast.com

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may

44 recommend or declare Dividend. The policy hosted on the Company?s website www.ganeshbenzoplast.com

19. Directors and Key Managerial Personnel

Directors

The Board composition of the Company as on March 31, 2025, was as under:

Name	Category of Directorship
Mr. Rishi Pilani	Chairman & Managing Director
Mr. Shyam Nihate	Executive Director-Terminal Operations
Mr. Niraj Nabh Kumar	Independent Director
Mr. Girdhari Lal Kundalwal	Independent Director
Dr. John Joseph	Independent Director
Ms. Jagruti Gaikwad	Independent Woman Director
Mr. Ramesh Punjabi	Non- Executive
	Non-Independent Director

The Board and Members of the Company approved the re-appointment of Mr. Rishi Pilani (DIN: 00901627) as the Chairman & Managing Director of the Company for a period of five(5) years with effect from September 29, 2024 upto September 28, 2029. Mr. Rishi Pilani is also Managing Director of Infrastructure Logistic Systems Limited, a material subsidiary of the company and he also draws remuneration from this subsidiary as per the applicable provisions of the Companies Act, 2013.

The Board approved the re-appointment on the recommendation of the Nomination and Remuneration Committee, which in terms of the provisions of the Act and the SEBI Listing Regulations, reviewed and evaluated the composition of the Board, including the skills, knowledge and experience of the Directors.

During the year, Mr Raunak Pilani resigned as Non-Executive Non Independent Director of the Company w.e.f. May 06, 2024.

Additionally, pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Shyam Nihate, Director, (DIN: 08301025) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The agenda item with respect to the re-appointment of Mr. Shyam Nihate along with his brief resume, expertise and other details as required in terms of sub-regulation (3) of Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual General Meeting.

Key Managerial Personnel

In accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force), the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

S. No. Name of the KMP	Designation
1. Mr. Rishi Pilani	Chairman & Managing Director
2. Mr. Ramesh Pilani	Chief Financial Officer
3. Ms. Ekta Dhanda	Company Secretary & Compliance Officer

During the year, Mr. Ramakant Pilani, Chief Executive Officer (CEO) of the company who was responsible for the affairs of the chemical division of the Company resigned w.e.f. April 02, 2024.

Independent Directors? Declaration & Meeting

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company?s Code of Conduct.

As required under Schedule IV of the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Companies have to hold at least 1 (one) meeting in a year, without the presence of Non-Independent Directors. Accordingly, the Independent Directors had met on Wednesday, March 12, 2025. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, in their meeting, inter-alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Company?s management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

20. Familiarisation Programme for Independent Directors

The Company makes detailed presentations at the Board meetings to familiarise Independent Directors with the Company?s business, strategy, annual plan and budget, operations, etc. Functional heads are invited to provide update and insights in the areas of HR, Supply chain and logistics, IT and Cyber Security, IFC, ESG and CSR, etc. Directors are regularly briefed on the regulatory changes and legal updates applicable to the Company. This facilitates Board interaction and engagement with the Senior Management team. The details of the training and familiarisation programmes arranged by the Company during FY 2024-25 are disclosed on the Company?s website www.ganeshbenzoplast.com

21. Formal Annual Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, flow of information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and inputs in meetings, etc.

Meetings of the Board of Directors

During the year under review, Six (6) Board meetings were held on April 02, 2024, May 30, 2024, August 12, 2024, November 14, 2024, February 12, 2025 and March 19, 2025. The details of number of meetings of the Board held during the year along with attendance are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Committees of the Board

The Company has following mandatory Committees, viz,

1. Audit Committee

2. Stakeholders? Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee and

5. Sustainability and Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report. Apart from the mandatory committees, the company also have non-mandatory committees, viz:

1. Allotment committee and

2. Administrative committee

22. Auditors

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were appointed as statutory auditors of the Company in the annual general meeting of the company held on September, 27, 2021, for a first term of 5 years, commencing from the conclusion of 34th AGM till the conclusion of the 39th AGM. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31, 2025. The said Auditors? Report(s) for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report. The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Cost Auditor

As per the requirements of the Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts and records have been maintained relating to Chemical Division every year.

The Board had, on the recommendations of Audit Committee re-appointed S K Agarwal, Cost Accountants, (Firm Registration No. 100322) as Cost Auditors of the Company for the financial year 2025-26 at a fee of Rs. 1,75,000/- (Rupees One Lac Seventy-Five Thousand Only) plus applicable taxes & reimbursement of out-of-pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking shareholders ratification for the remuneration payable to S K Agarwal, Cost Accountants, is included in the Notice convening the ensuing Annual General Meeting.

The Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Cost audit report for the financial year March 31, 2025 did not contain any qualification, reservation and adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Cost audit report for financial year 2024-25 would be filed with the Central Government within prescribed timelines.

Secretarial Auditor

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed VKM & Associates, (Certificate of Practice no. 4279), a Peer Reviewed Firm of Company Secretaries in Practice, as Secretarial Auditors to conduct Secretarial Audit for FY 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed as Annexure-II to the Director?s Report. The said Secretarial Audit Report do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SEBI vide notification no. SEBI/LAD-NRO/GN/2024/218 dated 12^th December 2024 has introduced ‘SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024? to establish detailed norms governing the appointment, re appointment, and removal of Secretarial Auditors in listed entities, effective from 31^st December, 2024. The recent amendment mandates that the listed companies have to obtain shareholders? approval for appointment of Secretarial Auditors.

The Board of Directors of the Company, at its meeting held on May 14, 2025 on recommendation of the Audit Committee and pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, has approved the appointment of VKM

& Associates (Certificate of Practice no. 4279), as Secretarial Auditors for a term of five consecutive years, commencing from FY 2025-26 till FY 2029-30, which is subject to the approval of the Members at the ensuing Annual General Meeting. A resolution seeking shareholders? approval for the said appointment forms part of the AGM Notice. The Secretarial Auditor furnished a certificate of their eligibility and consent for appointment as per section 204 of the Companies Act, 2013.

Secretarial Audit of Material unlisted Indian Subsidiaries

As per Regulation 24A of SEBI LODR, the company has two material subsidiary companies - GBL Chemical Limited and Infrastructure Logistic Systems Limited and as on March 31, 2025 and the Secretarial Audit of the material subsidiaries GBL Chemical Limited and Infrastructure Logistic Systems Limited have been conducted for the financial year 2024-25 by Vinesh K Shah & Associates (Certificate of Practice no. 7000), a Peer Reviewed Firm of Company Secretaries in Practice. The Secretarial Audit Report of material subsidiaries for the financial year ended March 31, 2025, contain no qualification, reservation or adverse remark and do not call for any further explanation or comments from the Board, and is annexed herewith and marked as

Annexure-IIA and Annexure-IIB to this Report. Internal Audit and Control

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the stores, inventory audit, stock takes, audit for project related accounts, corporate accounts etc. The Company?s internal controls are commensurate with the size and operations of the business. V K Baheti & Co. Chartered Accountants was appointed as an Internal Auditor of the Company by the Board at its meeting held on May 30, 2024 for conducting the internal audit for financial year 2024-25. The Internal Auditor directly reports to the Audit Committee for functional matters. The Audit Committee in its quarterly meetings reviews the internal audit and controls reports.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra (FCS 5023) Partner of VKM

& Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2024-25.

23. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

24. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 as on March 31, 2025 is available on the Company?s website www.ganeshbenzoplast.com

25. Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditor or Secretarial Auditor or Cost Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees.

26. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility ("CSR") Committee of the Board of Directors inter alia gives strategic direction to the Corporate Social Responsibility ("CSR") initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes, monitors the progress on various CSR activities for the Financial year 2024-25, the Company was required to spend Rs. 12.92 million (around 2% of the average net profits of the preceding three financial years) on CSR activities. The Company has spent Rs. 13.26 million during the year on CSR activities and the brief outline of the Company?s CSR initiatives undertaken during the year under review is disclosed in Annexure – III in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

27. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) are provided in the Annexure - IV to this Report.

28. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-V.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report.

29. Credit Rating

Your company has been rated by Infomerics Valuation and Rating Pvt. Ltd. as on March 31, 2025. The Rating on Long Term Bank Facility - Fund Based, is "IVR BBB+/ Stable Outlook" and rating on Long Term/Short Term - Non - Fund Based, "IVR BBB+/Stable Outlook / IVR A2".

The Company was not identified as a "Large Corporate" for financial year 2024-25 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated 26th November, 2018.

30. Insurance

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

Directors & Officer?s Liability (D & O) policy covers the Directors and Officers of the Company including its WOSs/Subsidiaries against the risk of third-party claims arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:

Particulars	No. of complaints
No. of Complaints filed during the period April 01, 2024 to March 31, 2025	Nil
No. of Complaints disposed off during the period April 01, 2024 to March 31, 2025	Nil
No. of Complaints pending as end of the financial year March 31, 2025	Nil

32. Legal Cases

The Company had filed civil, criminal and arbitration cases against various parties for recovery of dues. Some of the parties and suppliers have also filed cases against the Company as briefed in contingent liabilities & Legal cases Note No. 43 of the financial statements.

33. Award & Recognition

This year also the Company has been awarded for highest Liquid Cargo Handling (Non-PSU) at JNPT and this is the eleventh consecutive year that the company handled highest Liquid Cargo at JNPT under Non-PSU sector.

34. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

1) Material changes and/or commitments that could affect the Company?s financial position, which have occurred between the end of the financial year of the Company and the date of this report;

2) Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company?s operations in future;

3) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4) Revision of the financial statements pertaining to previous financial periods during the financial year under review;

5) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and;

6) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

35. Acknowledgements and Appreciations

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies in India and Port Authorities for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors also appreciate and value the trust reposed in them by Members of the Company.

Your directors take this opportunity to place on record their appreciation for the valuable contributions and committed by employees and officers at all levels, in the progress of the company.